Leveraging Israeli Cannabis Expertise for Global Expansion
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LEVERAGING ISRAELI CANNABIS EXPERTISE FOR GLOBAL EXPANSION January 2020 Disclaimer General The information found herein, and any other materials provided by IM Cannabis Corp. (“IMC” or the “Company”), are intended solely for discussion purposes and are not intended as, and do not constitute, an offer to sell or a solicitation of an offer to buy any security, and should not be relied upon by you in evaluating the merits of investing in any securities. These materials are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to local law or regulation. The Company believes the information contained in this document to be reliable but makes no warranty or representation, whether express or implied, in respect of, and assumes no legal liability for, the accuracy, completeness or usefulness of any information disclosed. Any estimates, investment strategies, and views expressed in this document are based upon current market conditions, and/or data and information provided by unaffiliated third parties, and are subject to change without notice. All information and data provided in this presentation is strictly private and confidential. No person is authorized to copy or re-distribute any materials in this presentation without the express permission of IMC. All currency values are denominated in Canadian dollars unless otherwise specified. Market and Industry Data This presentation includes market and industry data and forecasts that were obtained from third-party sources, industry publications and publicly available information. Third-party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although we believe it to be reliable, we have not independently verified any of the data from third-party sources referred to in this presentation, or analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic assumptions relied upon by such sources. 2 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our, or our industry’s, actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements. Such risks and uncertainties include, but are not limited to, the costs of compliance with and the risk of liability being imposed under the laws in which IMC operates under including environmental and health product regulations, negative changes in the political environment or in the regulation of medical cannabis and IMC’s business in the state of Israel or in the European Union; risks relating to cannabis being illegal under US federal law and risks of US federal enforcement actions related to cannabis; negative shifts in public opinion and perception of the cannabis industry and cannabis consumption; increasing competition in the industry; risks relating to rising energy costs; risks of product liability and other safety related liability as a result of usage of IMC’s cannabis products; negative future research regarding safety and efficacy of cannabis and cannabis derived products; risk of shortages of or price increases in key inputs, suppliers and skilled labor; a lack of reliable data on the medical and adult-use cannabis industry; loss of intellectual property rights or protections; cybersecurity risks; constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks and risk of litigation. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this presentation. In light of the significant uncertainties inherent to the forward-looking statements included in this presentation, the inclusion of such information should not be regarded as a representation or warranty by us or any other person that our objectives and plans will be achieved in any specified time frame, if at all. This presentation also contains financial projections. Financial projections are forward-looking statements, and actual results could vary materially from the projected results. Our financial projections were not prepared with a view toward compliance with applicable GAAP and have not been examined, reviewed or compiled by our accountants. Our projections represent our estimates as of the date of this presentation. Although our projections are based upon estimates and assumptions that we believe are reasonable, they are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. Further, the degree of uncertainty inherent in our projections may increase significantly as any projections become out of date. There can be no assurance that we will achieve the results indicated. Indeed, actual results will vary from our projections, and the variations may well be material. Consequently, the fact that we have provided financial projections to you should not be regarded as a representation by anyone that they will be realized. You should not place undue reliance on these forward-looking statements. Except to the extent required by applicable laws or rules, we undertake no obligation to update or revise any forward-looking statements included in this presentation. 3 Disclaimer United States Securities Laws This presentation is not a prospectus or an offering memorandum pursuant to applicable US securities laws. The securities of IMC have not been and will not be registered under the United States federal or state securities laws and may not be offered or sold in the United States, or to, or for the account or benefit of, “U.S. Persons” as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), unless an exemption from registration is available. Prospective investors will be required to represent, among other things, that they meet the definition of “accredited investor” (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act) and are familiar with and understand the terms of the offering and have all requisite authority to make such investment. 4 Disclaimer Israel Business Structure Current Israeli law prohibits any person from acquiring 5% or more share ownership of an Israeli company licensed to engage in cannabis-related activities without obtaining prior regulatory approval. For a number of reasons, including market maturity in Israel, the opportunity to work with multiple Israeli licensed producers, and in contemplation of a “go-public transaction”, I.M.C. Holdings Ltd. (“IMC Holdings”)(a wholly-owned subsidiary of IMC) effected a corporate restructuring in 2019 (the “Restructuring”) whereby IMC Holdings divested its interest in its three (3) Israeli subsidiaries that conducted or were to conduct IMC Holdings’ cannabis-related activities in Israel: 1. Focus Medical Herbs Ltd. (“Focus”), which held a license issued by the Israeli Ministry of Health (“MOH”) to grow and cultivate cannabis. 2. IMC Pharma Ltd. (“IMC Pharma”), which had applied to the MOH for a license to manufacture medical cannabis products and had received a temporary code from the MOH. 3. I.M.C.C. Ltd. (“IMCCL”), which had applied to the MOH for a license to store and distribute medical cannabis products and had received a temporary code from the MOH. Under the terms of the Restructuring, IMC Holdings sold, assigned and transferred its interests in Focus, IMC Pharma and IMCCL to two related party purchasers but retained a 10-year option to re- acquire the sold interests in the event of changes to Israeli regulatory laws permitting share ownership of Israel medical cannabis of more than 5% without prior regulatory approval. In connection with the Restructuring, IMC Holdings entered into a license agreement with Focus that granted Focus a limited, non-exclusive, non-assignable right to use certain IMC trademark, technology and know-how for the purposes of cultivating cannabis plants in the State of Israel and for the sale of any plant and/or product produced by Focus, either alone or together with other sub- contractors engaged by Focus. As consideration for the use of the Company’s intellectual property, Focus will pay IMC Holdings an amount equal to 25% of Focus’ total revenues, payable on a quarterly basis. Further in connection with the Restructuring, IMC Hollings entered into a services agreement with Focus to provide certain business support services for cash consideration equal to cost plus 25% of Focus’ total revenues, payable on a quarterly basis. As a result of the Restructuring, IMC Holdings does not directly hold any licenses to engage in the cultivation, production, processing and distribution of medical cannabis in Israel. To the extent that IMC makes statements in this presentation relating to its capabilities to breed, cultivate, process, store and distribute cannabis in the state of Israel, including any projections thereto, such statements are made on the assumption that IMC Holdings will and has duly exercised its option to re-acquire its sold interest in Focus, IMC Pharma and IMCCL. Use of Non-IFRS Measures This presentation refers to EBITDA because certain investors may use this information to assess Focus’ performance and also determine Focus’ ability to generate cash flow. This data is furnished to provide additional information and does not have any standardized meaning prescribed by IFRS. This data should not be considered in isolation as a substitute for measures of performance prepared in accordance with IFRS and is not necessarily indicative of cash flows presented under IFRS.